Noble plc(NE)

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Noble (NE) to Acquire Diamond Offshore, Expand Drilling Fleet
ZACKS· 2024-06-11 14:51
Upon the closure of the transaction, Diamond Offshore shareholders will receive 0.2316 shares of NE with a cash compensation of $5.65 per share of Diamond Offshore's common stock. Diamond Offshore shareholders will own 14.5% of NE's outstanding shares. Per the terms of the agreement, Noble's board will expand to include one member from DO's board of directors. To fund the cash portion of the deal, Noble has secured a $600 million committed bridge financing facility. The acquisition should allow Noble to con ...
Noble Corp agrees $1.6bn takeover of rival Diamond Offshore Drilling
Proactiveinvestors NA· 2024-06-10 11:32
Group 1 - Proactive focuses on medium and small-cap markets while also covering blue-chip companies, commodities, and broader investment stories [2] - The news team operates from key financial hubs globally, including London, New York, Toronto, Vancouver, Sydney, and Perth [5] - Proactive employs automation and software tools, including generative AI, but ensures all content is edited and authored by humans [6] Group 2 - The team provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [7] - Proactive delivers news and unique insights across various sectors, including biotech and pharma, mining and natural resources, battery metals, oil and gas, crypto, and emerging digital and EV technologies [8] - The content creators possess decades of expertise and experience, utilizing technology to enhance workflows [9]
Noble Corporation plc announces agreement to acquire Diamond Offshore Drilling, Inc.
Prnewswire· 2024-06-10 06:00
Core Viewpoint - Noble Corporation has entered into a definitive merger agreement to acquire Diamond Offshore Drilling, which is expected to enhance its operational capabilities and shareholder value through significant synergies and an expanded fleet [6][18][19]. Financial Aspects - The acquisition will involve Diamond shareholders receiving 0.2316 shares of Noble and $5.65 in cash per Diamond share, totaling approximately $600 million in cash [10][34]. - The transaction represents an 11.4% premium to Diamond's closing stock price on June 7, 2024 [18][34]. - Noble anticipates realizing annual pre-tax cost synergies of $100 million, with 75% expected to be realized within one year of closing [1][6]. - The combined backlog for Noble and Diamond will be approximately $6.5 billion, with Diamond contributing $2.1 billion to this total [12][21]. Operational Synergies - The merger will add four 7th generation drillships and a high-spec harsh environment semisubmersible rig to Noble's fleet, enhancing its operational capabilities [6][20]. - The transaction is expected to be immediately accretive to Noble's free cash flow per share, facilitating an increased return of capital to shareholders [9][19]. Strategic Rationale - The merger is positioned as a strategic move to create a more robust platform for delivering customer and shareholder value, leveraging Noble's operational strength and Diamond's established market presence [19][20]. - Both companies share a commitment to safety, operational excellence, and service, which is expected to drive successful integration [8]. Governance and Structure - Following the merger, Diamond shareholders will own approximately 14.5% of Noble's outstanding shares on a fully diluted basis [10][18]. - Noble's Board of Directors will be expanded to include one member from Diamond's Board [11]. Dividend Information - Noble has announced a 25% increase in its quarterly dividend to $0.50 per share, effective from the third quarter of 2024 [19][25].
Noble (NE) Inks Deal With Harbour for Well Intervention Work
ZACKS· 2024-05-30 12:55
The Noble Resilient jack-up rig was built in 2009 and features the Gusto MSC CJ50 X100 MC design. Its maximum drilling depth is nearly 30,000 feet and can operate in water depths of up to 350 feet. Noble Corporation plc (NE) , the offshore drilling contractor, has struck a new deal with U.K.-based Harbour Energy (HBRIY) for one of its harsh environment jack-up rigs. The rig Noble Resilient has been tasked with well intervention work in the U.K. North Sea, for Harbour Energy. The contract, scheduled to begin ...
Noble plc(NE) - 2024 Q1 - Earnings Call Transcript
2024-05-07 18:11
Financial Data and Key Metrics Changes - Contract drilling services revenue for Q1 totaled $612 million, slightly up from $609 million in Q4 [26] - Adjusted EBITDA was $183 million in Q1, down from $201 million in Q4, with an adjusted EBITDA margin of 29% [26] - Cash flow from operations was $129 million, capital expenditures were $167 million, and free cash flow was negative $38 million [26][28] - The company expects full-year free cash flow to increase in 2024 compared to 2023, with a significant portion weighted towards the back half of the year [15][28] Business Line Data and Key Metrics Changes - The utilization of marketed floaters was 76% in Q1, up from 75% in Q4, with 95% of the marketed fleet contracted for current and/or future work [26] - Average earned dayrate for floaters was $434,000 per day, while jackups earned an average of $144,000 per day [53] Market Data and Key Metrics Changes - UDW utilization remains around 95% on the marketed fleet, with 26 rig years of UDW capacity contracted in Q1, aligning with healthy trends from 2021 to 2023 [16][48] - The total backlog as of May 6 stands at $4.4 billion, with $1.7 billion scheduled for revenue conversion in Q2 through Q4 2024 [53] Company Strategy and Development Direction - The company is focused on returning a significant majority of free cash flow via dividends and buybacks as cash flow improves [15] - There is a strong emphasis on safety, diversity, and community investment, alongside a commitment to sustainability and decarbonization efforts [30][56] Management's Comments on Operating Environment and Future Outlook - The market outlook for offshore drilling remains encouraging, with positive contract signings and indications of open demand pointing to enduring tightness and healthy commercial opportunities [48] - Management expects progressive improvement in EBITDA throughout the year, with Q1 serving as a starting point [47] Other Important Information - The company declared a $0.40 dividend for Q2 2024, consistent with the previous quarter, bringing the cumulative total capital return to shareholders since the Q4 2022 merger to $400 million [15] - Recent contract signings include a contract for the Noble Viking at a dayrate of $499,000 and an extension for the Noble Voyager at $470,000 per day [48][49] Q&A Session Summary Question: What is the probability of getting work for the 3 idle 6g assets? - Management indicated a 97% contracted fleetwide this year, feeling good about currently contracted revenue at the low end of the guidance range [59] Question: What opportunities exist for the 6g rigs? - Management is actively pursuing opportunities for the 6g rigs, primarily in the western hemisphere, with expectations for demand to correct itself over time [60] Question: What is driving the difference between 6g and 7g rigs? - The preference for 7g rigs is due to their efficiency, especially for longer-term projects, leading to a shift in customer demand [63] Question: What is the expected discount for sideline rigs compared to hot rigs? - Management expects sideline rigs to come out at a discount to market, but the extent of the discount will vary based on different owners' economic incentives [79] Question: What is the trajectory for operating expenses and CapEx? - Management noted that Q1 was elevated for CapEx due to contract preparations, with expectations for moderation in the second half of the year [71][88]
Noble plc(NE) - 2024 Q1 - Quarterly Report
2024-05-07 16:07
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________________________________________________________________ FORM 10-Q _____________________________________________________________________________________________________ ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ...
Noble Corporation PLC (NE) Q1 Earnings Miss Estimates
Zacks Investment Research· 2024-05-06 22:46
Noble Corporation PLC (NE) came out with quarterly earnings of $0.45 per share, missing the Zacks Consensus Estimate of $0.56 per share. This compares to earnings of $0.19 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of -19.64%. A quarter ago, it was expected that this company would post earnings of $0.56 per share when it actually produced earnings of $0.39, delivering a surprise of -30.36%.Over the last four quarters, the co ...
Noble plc(NE) - 2024 Q1 - Quarterly Results
2024-05-06 20:35
EXHIBIT 99.1 SUGAR LAND, TEXAS, May 6, 2024 - Noble Corporation plc (NYSE: NE, CSE: NOBLE, "Noble", or the "Company") today reported first quarter 2024 results. | | | | Three Months Ended | | | | | --- | --- | --- | --- | --- | --- | --- | | (in millions, except per share amounts) | March 31, 2024 | | March 31, 2023 | | December 31, 2023 | | | Total Revenue | | $ 637 | $ | 610 | $ | 643 | | Contract Drilling Services Revenue | | 612 | | 575 | | 609 | | Net Income (Loss) | | 95 | | 108 | | 150 | | Adjusted E ...
Noble Corporation plc to announce first quarter 2024 results
Prnewswire· 2024-04-19 20:05
SUGAR LAND, Texas, April 19, 2024 /PRNewswire/ -- Noble Corporation plc ("Noble" or the "Company") (CSE: NOBLE, NYSE: NE) today announces plans to report financial results for the first quarter 2024 on Monday May 6, 2024 after the U.S. market close. The Company's earnings press release and accompanying earnings presentation will be available on the Noble website at www.noblecorp.com.Noble will host a conference call related to its first quarter 2024 results on Tuesday May 7, 2024 at 8:00 a.m. U.S. Central T ...
Noble plc(NE) - 2023 Q4 - Annual Report
2024-02-23 20:10
PART I [Business](index=6&type=section&id=Item%201.%20Business) Noble Corporation plc is a leading offshore drilling contractor with a 32-rig fleet, focusing on ultra-deepwater markets following its 2021 emergence from bankruptcy and 2022 merger with Maersk Drilling - Noble is a leading offshore drilling contractor with a fleet of **32 drilling rigs**, comprising 19 floaters and 13 jackups as of December 31, 2023[19](index=19&type=chunk) - The company **emerged from Chapter 11 bankruptcy on February 5, 2021**, becoming a new entity for financial reporting purposes after applying fresh start accounting[20](index=20&type=chunk)[26](index=26&type=chunk) - Noble **completed a major business combination with Maersk Drilling**, which became a wholly owned subsidiary in November 2022[21](index=21&type=chunk)[22](index=22&type-chunk) - The business strategy is centered on efficient, reliable, and safe offshore drilling, with a focus on technically advanced units for ultra-deepwater and harsh environment markets[27](index=27&type=chunk)[28](index=28&type=chunk) Significant Customer Revenue Contribution | Customer | 2023 Revenue % | 2022 Revenue % | 2021 Successor Period % | 2021 Predecessor Period % | | :--- | :--- | :--- | :--- | :--- | | Exxon Mobil Corporation | 24.5% | 32.3% | 39.1% | 29.8% | | Shell plc | 13.6% | 12.0% | 13.3% | 30.0% | | TotalEnergies | 10.5% | 9.7% | 3.3% | —% | - As of December 31, 2023, the company had **approximately 3,600 employees**, with about 79% located offshore[60](index=60&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its operations, the Maersk Drilling integration, the regulatory environment, and its financial structure [Risks Related to Our Business and Operations](index=15&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Operations) The business is highly dependent on the cyclical oil and gas industry, facing risks from competition, customer concentration, operational hazards, and supply chain disruptions - Business success is heavily dependent on the level of activity in the oil and gas industry, which is significantly affected by **volatile oil and gas prices**[76](index=76&type=chunk)[77](index=77&type=chunk) - The offshore drilling industry is highly competitive and cyclical, with intense price competition and pressure from an **over-supply of rigs**, including newbuilds stranded in shipyards[82](index=82&type=chunk)[84](index=84&type=chunk) - A substantial portion of business and contract backlog is **concentrated with a few key customers** (ExxonMobil, Aker BP, Petrobras) and in specific geographic areas (Guyana, Gulf of Mexico, North Sea), increasing risk[93](index=93&type=chunk) - Operations are subject to numerous hazards, including loss of well control, fires, collisions, and adverse weather, which could lead to personal injury, environmental damage, and suspension of operations[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk) - The company faces risks from international operations, including political instability, currency fluctuations, and complex local regulations, as well as expensive and time-consuming rig mobilization[105](index=105&type=chunk)[111](index=111&type=chunk) - **Cybersecurity threats** to the company's or its service providers' systems could disrupt operations, result in data loss, and lead to significant financial and reputational damage[124](index=124&type=chunk)[128](index=128&type=chunk) [Risks Related to the Business Combination with Maersk Drilling](index=28&type=section&id=Risks%20Related%20to%20the%20Business%20Combination%20with%20Maersk%20Drilling) The integration of Maersk Drilling presents risks including failure to realize expected synergies and higher-than-anticipated integration costs - The integration of Maersk Drilling may not be successful and could cost more than estimated, potentially preventing the company from achieving the intended benefits and synergies[150](index=150&type=chunk)[151](index=151&type=chunk) - The company expects to realize run-rate **annual cost-synergies of $125 million** within two years of the closing, but achieving this is subject to risks and uncertain assumptions[152](index=152&type=chunk) [Regulatory and Legal Risks](index=28&type=section&id=Regulatory%20and%20Legal%20Risks) Operations are subject to extensive global laws, including environmental, anti-corruption, and trade regulations, which can increase costs and create legal liabilities - The business is affected by numerous laws and regulations related to the energy industry, environment (including climate change and GHG emissions), health, and safety, which could **add costs or limit drilling activity**[154](index=154&type=chunk)[155](index=155&type=chunk)[162](index=162&type=chunk) - Increasing attention to **ESG matters** may lead to additional costs, increased scrutiny from investors, and potential limitations on access to capital if the company's performance and disclosures are not managed effectively[168](index=168&type=chunk)[170](index=170&type=chunk) - Violations of anti-bribery or anti-corruption laws, such as the FCPA and the UK Bribery Act, could result in **substantial fines, sanctions, and damage to the company's reputation**[171](index=171&type=chunk) [Financial, Tax, and Governance Risks](index=32&type=section&id=Financial%2C%20Tax%2C%20and%20Governance%20Risks) The company faces risks from a material weakness in internal controls, debt covenants, tax disputes, and potential shareholder dilution from outstanding warrants - A **material weakness in internal control over financial reporting** has been identified related to IT general controls, specifically concerning program change management and user access controls[178](index=178&type=chunk)[180](index=180&type=chunk) - The company's debt agreements, including the 2023 Revolving Credit Agreement and the indenture for the 2030 Notes, contain **restrictive covenants** that limit management's operational and financial discretion[185](index=185&type=chunk) - A loss in a major tax dispute or a successful challenge to the company's operating structure could result in a **higher effective tax rate** and materially affect financial results[190](index=190&type=chunk) - Future sales of ordinary shares or the exercise of a substantial number of outstanding warrants could have a **dilutive effect on existing shareholders** and adversely affect the stock's trading price[200](index=200&type=chunk)[201](index=201&type=chunk) [Unresolved Staff Comments](index=36&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[206](index=206&type=chunk) [Cybersecurity](index=36&type=section&id=Item%201C.%20Cybersecurity) Cybersecurity risk is managed through an enterprise program with board oversight, and no material threats have been identified - Cybersecurity risk is managed as part of the company's Enterprise Risk Management Program, with oversight from an Information Security Team reporting to the Chief Information Officer (CIO)[206](index=206&type=chunk) - The Board of Directors reviews cybersecurity as part of its **quarterly enterprise risk management update** and also addresses it as a standalone agenda item periodically[213](index=213&type=chunk)[214](index=214&type=chunk) - The company utilizes third-party partners for assessments and collaborates with industry groups like ONG-ISAC and government agencies such as the FBI and US Coast Guard for threat intelligence[209](index=209&type=chunk)[210](index=210&type=chunk) - Noble is **not aware of any current or potential cybersecurity risks** that have materially affected or are reasonably likely to materially impact the company's business strategy, results of operations, or financial condition[212](index=212&type=chunk) [Properties](index=37&type=section&id=Item%202.%20Properties) The company's primary properties are its mobile offshore drilling fleet, supplemented by leased and owned administrative and operational facilities globally - The company's main properties consist of its rig fleet and it also leases its corporate headquarters in Sugar Land, Texas, and owns or leases various other operational and administrative facilities globally[217](index=217&type=chunk) [Legal Proceedings](index=37&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in ordinary course legal matters not expected to have a material adverse effect on its financial condition - The company is involved in a number of lawsuits and claims arising in the ordinary course of business, but **does not expect any resulting liability to have a material adverse effect** on its financial condition[218](index=218&type=chunk) [Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[220](index=220&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=38&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's shares trade on the NYSE and Nasdaq Copenhagen, with an active share repurchase plan and dividends subject to English law - The company's shares are listed on the NYSE under the symbol "NE" and on Nasdaq Copenhagen under "NOBLE" with **142,766,794 ordinary shares outstanding** as of February 15, 2024[222](index=222&type=chunk) - A share repurchase plan was announced on November 2, 2022, authorizing **up to $400 million** in purchases of shares or warrants, and during Q4 2023, the company repurchased 329,069 ordinary shares[224](index=224&type=chunk) - The declaration and payment of dividends are at the discretion of the Board of Directors and must be paid from Noble's **"distributable reserves"** in accordance with English law[225](index=225&type=chunk) [[Reserved]](index=40&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved - This item is reserved[230](index=230&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Financial performance improved significantly in 2023 due to the Maersk Drilling acquisition and higher dayrates, with a strong backlog and liquidity position [Executive Overview](index=40&type=section&id=Executive%20Overview) Noble is a leading offshore drilling contractor that achieved strong revenue, net income, and operating cash flow in 2023 FY 2023 Key Financial Results | Metric | Value | | :--- | :--- | | Operating Revenues | $2.6 billion | | Net Income | $481.9 million | | Diluted EPS | $3.32 per share | | Net Cash from Operating Activities | $574.3 million | | Year-End Cash Balance | $360.8 million | - The offshore drilling industry has seen **increased global rig demand since 2021**, driven by supportive oil prices, a focus on energy security, and underinvestment in hydrocarbon exploration, which has positively impacted utilization and day rates[240](index=240&type=chunk)[241](index=241&type=chunk) [Outlook and Backlog](index=41&type=section&id=Outlook%20and%20Backlog) The market outlook is positive, particularly for ultra-deepwater floaters, supported by a contract backlog of approximately $4.8 billion - The market outlook is encouraging, particularly for the **ultra-deepwater floater market**, though the global jackup market has also seen a demand increase, led by the Middle East[244](index=244&type=chunk) - The overall market remains characterized by **shorter-term contracts**, which can lead to lower overall fleet utilization due to more idle time between contracts[246](index=246&type=chunk) Contract Drilling Services Backlog as of Dec 31, 2023 | Category | Total Backlog | 2024 | 2025 | 2026 | 2027 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Backlog (in thousands)** | | | | | | | Floaters | $3,708,272 | $1,745,695 | $991,472 | $715,577 | $255,528 | | Jackups | $1,116,860 | $465,463 | $269,159 | $205,598 | $176,640 | | **Total** | **$4,825,132** | **$2,211,158** | **$1,260,631** | **$921,175** | **$432,168** | | **% of Available Days Committed** | | | | | | | Floaters | | 61% | 34% | 24% | 9% | | Jackups | | 70% | 32% | 18% | 14% | | **Total** | | **65%** | **33%** | **22%** | **11%** | - As of December 31, 2023, the backlog was concentrated with **ExxonMobil (42.5%)**, **Aker BP (15.3%)**, and **Petrobras (12.9%)**[254](index=254&type=chunk) [Results of Operations](index=43&type=section&id=Results%20of%20Operations) Revenues and operating income more than doubled in 2023, driven by the expanded fleet and higher average dayrates despite increased operating costs Key Operating Metrics (2023 vs. 2022) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | **Average Rig Utilization** | | | | Floaters | 73% | 77% | | Jackups | 64% | 77% | | Total | 69% | 77% | | **Operating Days** | | | | Floaters | 5,067 | 3,654 | | Jackups | 3,272 | 2,751 | | Total | 8,339 | 6,405 | | **Average Dayrates** | | | | Floaters | $382,041 | $273,500 | | Jackups | $128,161 | $119,251 | | Total | $282,392 | $207,240 | - Contract drilling services revenue **increased by 85% to $2.46 billion** in 2023 from $1.33 billion in 2022, driven by the addition of the Maersk Drilling fleet and higher average dayrates[259](index=259&type=chunk)[260](index=260&type=chunk) - Contract drilling services costs **rose 62% to $1.45 billion** in 2023 from $897.1 million in 2022, primarily due to the operating costs of the acquired Maersk Drilling fleet and increased costs across the legacy fleet[259](index=259&type=chunk)[263](index=263&type=chunk)[264](index=264&type=chunk) - Merger and integration costs **decreased to $60.3 million** in 2023 from $84.7 million in 2022, mainly due to lower professional fees and severance costs related to the Maersk Drilling combination[267](index=267&type=chunk) - Interest expense **increased to $59.1 million** in 2023 from $42.7 million in 2022 due to additional debt assumed in the Maersk Drilling acquisition, which was subsequently refinanced[270](index=270&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) The company strengthened its capital structure through debt refinancing, maintained strong liquidity, and returned capital to shareholders via dividends and buybacks - In April 2023, the company **issued $600.0 million of 8.000% Senior Notes due 2030** to refinance debt, including borrowings from the Maersk acquisition and to redeem its Second Lien Notes[278](index=278&type=chunk) - As of December 31, 2023, the company had **no borrowings outstanding** under its $550.0 million 2023 Revolving Credit Facility[279](index=279&type=chunk)[282](index=282&type=chunk) Cash Flow Summary (Year Ended Dec 31) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $574.3 million | $281.0 million | | Net cash (used in) provided by investing activities | ($366.5 million) | $375.8 million | | Net cash used in financing activities | ($325.8 million) | ($367.8 million) | - **Capital additions totaled $454.3 million** in 2023, consisting of $258.9 million for sustaining capital, $166.7 million for major projects, and $28.7 million for rebillable capital, with the 2024 forecast between $400.0 million and $440.0 million[294](index=294&type=chunk)[300](index=300&type=chunk) - During 2023, the company **paid dividends of approximately $98.8 million** and **repurchased 2.3 million of its Ordinary Shares for $94.8 million**[293](index=293&type=chunk)[296](index=296&type=chunk)[301](index=301&type=chunk) [Critical Accounting Estimates](index=49&type=section&id=Critical%20Accounting%20Estimates) Financial statements rely on critical estimates for asset impairment, income taxes, claims reserves, and business combination accounting - Key estimates include the recoverability of assets, income taxes, claims reserves, and accounting for business combinations[308](index=308&type=chunk) - Property and equipment impairment is assessed using estimates of future market conditions, dayrates, costs, and utilization, and **no impairment charges were recognized in 2023 or 2022**[309](index=309&type=chunk)[310](index=310&type=chunk) - Income tax estimates involve significant judgment regarding uncertain tax positions, and as of December 31, 2023, the company had **$202.3 million in long-term reserves for unrecognized tax benefits**[313](index=313&type=chunk)[314](index=314&type=chunk) - Business combination accounting requires significant use of unobservable (Level 3) inputs to estimate the fair value of acquired assets like drilling units and contract intangibles[318](index=318&type=chunk)[321](index=321&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from interest rates, foreign currency fluctuations, and equity market impacts on its pension plan assets - The company is exposed to interest rate risk on its variable-rate 2023 Revolving Credit Facility, although no borrowings were outstanding at year-end 2023[323](index=323&type=chunk)[324](index=324&type=chunk) - Foreign currency risk exists as a portion of expenses are incurred in local currencies, and the company periodically uses forward contracts to manage this exposure[325](index=325&type=chunk)[326](index=326&type=chunk) - The company's pension plan assets are exposed to market price risk; as of December 31, 2023, the **pension fund value was $216.0 million**, and a hypothetical 10% decrease would reduce its value by $21.6 million[331](index=331&type=chunk) [Financial Statements and Supplementary Data](index=53&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the audited financial statements, which received an unqualified opinion, and the auditor's adverse opinion on internal controls due to a material weakness - The independent auditor, PricewaterhouseCoopers LLP, issued an opinion stating the company **did not maintain effective internal control over financial reporting** as of December 31, 2023, due to a material weakness[337](index=337&type=chunk) - The material weakness relates to the design and maintenance of **IT general controls** for an information system relevant to financial statement preparation, specifically concerning program change management and user access controls[337](index=337&type=chunk) - The auditor identified **Uncertain Tax Positions as a critical audit matter**, noting the significant management judgment involved in interpreting complex tax laws across multiple jurisdictions[347](index=347&type=chunk)[348](index=348&type=chunk) - The financial statements reflect the application of **fresh start accounting** as of February 5, 2021, upon emergence from bankruptcy, making periods before and after this date not directly comparable[339](index=339&type=chunk)[383](index=383&type=chunk) - The Business Combination with Maersk Drilling, completed in October 2022, was accounted for as an acquisition, with Maersk Drilling's assets and liabilities recorded at fair value, resulting in a **$5.0 million gain on bargain purchase**[469](index=469&type=chunk)[475](index=475&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=117&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[648](index=648&type=chunk) [Controls and Procedures](index=117&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of year-end due to a material weakness in IT general controls - The CEO and CFO concluded that **disclosure controls and procedures were not effective** as of December 31, 2023, due to a material weakness in internal control over financial reporting[649](index=649&type=chunk) - The material weakness identified involves ineffective design and maintenance of **IT general controls** for a key financial information system, specifically related to (i) program change management and (ii) user access controls to ensure proper segregation of duties[653](index=653&type=chunk) - The material weakness **did not result in a misstatement** to the annual or interim financial statements, but it could potentially lead to one in the future[654](index=654&type=chunk) - A remediation plan has been designed and implemented, but the new controls have not operated for a sufficient period to be considered fully remediated as of December 31, 2023[656](index=656&type=chunk)[657](index=657&type=chunk) [Other Information](index=118&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[662](index=662&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=118&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[663](index=663&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=119&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Required information is incorporated by reference from the company's 2024 proxy statement - Information is incorporated by reference from the proxy statement for the 2024 Annual Meeting of Stockholders[665](index=665&type=chunk) [Executive Compensation](index=119&type=section&id=Item%2011.%20Executive%20Compensation) Required information is incorporated by reference from the company's 2024 proxy statement - Information is incorporated by reference from the proxy statement for the 2024 Annual Meeting of Stockholders[666](index=666&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=119&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Required information is incorporated by reference from the company's 2024 proxy statement - Information is incorporated by reference from the proxy statement for the 2024 Annual Meeting of Stockholders[667](index=667&type=chunk) [Certain Relationships and Related Transactions and Director Independence](index=119&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%20and%20Director%20Independence) Required information is incorporated by reference from the company's 2024 proxy statement - Information is incorporated by reference from the proxy statement for the 2024 Annual Meeting of Stockholders[668](index=668&type=chunk) [Principal Accounting Fees and Services](index=119&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Required information is incorporated by reference from the company's 2024 proxy statement - Information is incorporated by reference from the proxy statement for the 2024 Annual Meeting of Stockholders[669](index=669&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=120&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all financial statements and exhibits filed with the Form 10-K report - This item lists the financial statements, notes that financial statement schedules are omitted, and provides an index to all exhibits filed with the annual report[671](index=671&type=chunk)[673](index=673&type=chunk) [Form 10-K Summary](index=120&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for this item - None[672](index=672&type=chunk)